Attached files
file | filename |
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8-K - PFIZER INC 8-K - PFIZER INC | a6067068.htm |
EX-99.1 - EXHIBIT 99.1 - PFIZER INC | a6067068ex991.htm |
Exhibit
99.2
WYETH
CONSOLIDATED
CONDENSED BALANCE SHEETS
(In
Thousands Except Per Share Amounts)
(Unaudited)
|
June 30,
2009
|
December 31,
2008
|
||||||
ASSETS
|
|
|||||||
Cash
and cash equivalents
|
|
$
|
9,196,917
|
|
$
|
10,015,877
|
|
|
Marketable
securities
|
|
6,702,594
|
|
4,529,395
|
|
|||
Accounts
receivable less allowances
|
|
3,928,679
|
|
3,646,439
|
|
|||
Inventories:
|
|
|||||||
Finished
goods
|
|
1,037,203
|
|
995,810
|
|
|||
Work
in progress
|
|
1,776,036
|
|
1,540,456
|
|
|||
Materials
and supplies
|
|
524,231
|
|
460,162
|
|
|||
|
3,337,470
|
|
2,996,428
|
|
||||
Other
current assets including deferred taxes
|
|
2,426,941
|
|
2,293,201
|
|
|||
Total
Current Assets
|
|
25,592,601
|
|
23,481,340
|
|
|||
Property,
plant and equipment
|
|
17,308,774
|
|
16,877,480
|
|
|||
Less
accumulated depreciation
|
|
6,109,541
|
|
5,679,269
|
|
|||
|
11,199,233
|
|
11,198,211
|
|
||||
Goodwill
|
|
4,277,299
|
|
4,261,737
|
|
|||
Other
intangibles, net of accumulated amortization
(June
30, 2009-$407,712 and December 31, 2008-$372,872)
|
|
364,751
|
|
421,686
|
|
|||
Other
assets including deferred taxes
|
|
4,185,212
|
|
4,668,750
|
|
|||
Total
Assets
|
|
$
|
45,619,096
|
|
$
|
44,031,724
|
|
|
|
||||||||
LIABILITIES
|
|
|||||||
Loans
payable
|
|
$
|
916,863
|
|
$
|
913,245
|
|
|
Trade
accounts payable
|
|
1,059,888
|
|
1,254,369
|
|
|||
Dividends
payable
|
|
400,253
|
|
—
|
|
|||
Accrued
expenses
|
|
3,994,161
|
|
4,426,444
|
|
|||
Accrued
taxes
|
|
481,442
|
|
256,365
|
|
|||
Total
Current Liabilities
|
|
6,852,607
|
|
6,850,423
|
|
|||
Long-term
debt
|
|
10,551,802
|
|
10,826,013
|
|
|||
Pension
liabilities
|
|
1,677,701
|
|
1,601,289
|
|
|||
Accrued
postretirement benefit obligations other than pensions
|
|
1,816,421
|
|
1,777,315
|
|
|||
Other
noncurrent liabilities
|
|
3,933,860
|
|
3,802,842
|
|
|||
Total
Liabilities
|
|
24,832,391
|
|
24,857,882
|
|
|||
Contingencies
and commitments (Note 10)
|
|
|||||||
STOCKHOLDERS’
EQUITY
|
|
|||||||
$2.00
convertible preferred stock, par value $2.50 per share
|
|
17
|
|
22
|
|
|||
Common
stock, par value $0.33-1/3 per share
|
|
444,722
|
|
443,851
|
|
|||
Additional
paid-in capital
|
|
7,610,854
|
|
7,483,549
|
|
|||
Retained
earnings
|
|
14,076,238
|
|
12,868,799
|
|
|||
Accumulated
other comprehensive loss
|
|
(1,345,126
|
)
|
(1,622,379
|
)
|
|||
Total
Stockholders’ Equity
|
|
20,786,705
|
|
19,173,842
|
|
|||
Total
Liabilities and Stockholders’ Equity
|
|
$
|
45,619,096
|
|
$
|
44,031,724
|
|
The
accompanying notes are an integral part of these consolidated condensed
financial statements.
3
WYETH
CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
(In
Thousands Except Per Share Amounts)
(Unaudited)
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
revenue
|
|
$
|
5,695,160
|
|
$
|
5,945,358
|
|
$
|
11,072,133
|
|
$
|
11,656,007
|
|
|||
Cost
of goods sold
|
|
1,564,961
|
|
1,683,937
|
|
2,945,852
|
|
3,245,950
|
|
|||||||
Selling,
general and administrative expenses
|
|
1,598,518
|
|
1,832,500
|
|
3,190,327
|
|
3,554,713
|
|
|||||||
Research
and development expenses
|
|
885,305
|
|
836,067
|
|
1,658,425
|
|
1,675,444
|
|
|||||||
Interest
(income) expense, net
|
|
83,013
|
|
18,685
|
|
148,325
|
|
(8,771
|
)
|
|||||||
Other
income, net
|
|
(242,901
|
)
|
(44,677
|
)
|
(365,512
|
)
|
(188,162
|
)
|
|||||||
Income
before income taxes
|
|
1,806,264
|
|
1,618,846
|
|
3,494,716
|
|
3,376,833
|
|
|||||||
Provision
for income taxes
|
|
534,245
|
|
496,752
|
|
1,024,537
|
|
1,057,792
|
|
|||||||
Net
income
|
|
$
|
1,272,019
|
|
$
|
1,122,094
|
|
$
|
2,470,179
|
|
$
|
2,319,041
|
|
|||
Basic
earnings per share
|
|
$
|
0.95
|
|
$
|
0.84
|
|
$
|
1.85
|
|
$
|
1.74
|
|
|||
Diluted
earnings per share
|
|
$
|
0.94
|
|
$
|
0.83
|
|
$
|
1.83
|
|
$
|
1.72
|
|
|||
Dividends
paid per share of common stock
|
|
$
|
0.30
|
|
$
|
0.28
|
|
$
|
0.60
|
|
$
|
0.56
|
|
|||
Dividends
declared per share of common stock
|
|
$
|
0.60
|
|
$
|
0.56
|
|
$
|
0.90
|
|
$
|
0.84
|
|
The
accompanying notes are an integral part of these consolidated condensed
financial statements.
4
WYETH
CONSOLIDATED
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In
Thousands Except Per Share Amounts)
(Unaudited)
Six
Months Ended June 30, 2009:
|
$2.00
Convertible
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Total
Stockholders’
Equity
|
||||||||||||||||||
Balance
at January 1, 2009
|
|
$
|
22
|
|
$
|
443,851
|
|
$
|
7,483,549
|
|
$
|
12,868,799
|
|
$
|
(1,622,379
|
)
|
$
|
19,173,842
|
|
|||||
Net
income
|
|
2,470,179
|
|
2,470,179
|
|
|||||||||||||||||||
Currency
translation adjustments
|
|
244,994
|
|
244,994
|
|
|||||||||||||||||||
Derivative
contracts adjustments, net
|
|
(92,813
|
)
|
(92,813
|
)
|
|||||||||||||||||||
Marketable
securities adjustments, net
|
|
51,749
|
|
51,749
|
|
|||||||||||||||||||
Pension
and postretirement benefit adjustments
|
|
73,323
|
|
73,323
|
|
|||||||||||||||||||
Comprehensive
income, net of tax
|
|
2,747,432
|
|
|||||||||||||||||||||
Cash
dividends declared(1)
|
|
(1,199,756
|
)
|
(1,199,756
|
)
|
|||||||||||||||||||
Common
stock acquired for treasury
|
|
(583
|
)
|
(7,320
|
)
|
(62,984
|
)
|
(70,887
|
)
|
|||||||||||||||
Common
stock issued for stock options
|
|
346
|
|
41,038
|
|
41,384
|
|
|||||||||||||||||
Stock-based
compensation expense
|
|
101,880
|
|
101,880
|
|
|||||||||||||||||||
Issuance
of restricted stock awards
|
|
1,083
|
|
60
|
|
1,143
|
|
|||||||||||||||||
Tax
benefit (reduction) from exercises/
cancellations
of stock options
|
|
(8,333
|
)
|
(8,333
|
)
|
|||||||||||||||||||
Other
exchanges
|
|
(5
|
)
|
25
|
|
(20
|
)
|
—
|
|
|||||||||||||||
Balance
at June 30, 2009
|
|
$
|
17
|
|
$
|
444,722
|
|
$
|
7,610,854
|
|
$
|
14,076,238
|
|
$
|
(1,345,126
|
)
|
$
|
20,786,705
|
|
|||||
Six
Months Ended June 30, 2008:
|
|
|||||||||||||||||||||||
|
$2.00
Convertible
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Total
Stockholders’
Equity
|
||||||||||||||||||
Balance
at January 1, 2008
|
|
$
|
23
|
|
$
|
445,929
|
|
$
|
7,125,544
|
|
$
|
10,417,606
|
|
$
|
221,433
|
|
$
|
18,210,535
|
|
|||||
Net
income
|
|
2,319,041
|
|
2,319,041
|
|
|||||||||||||||||||
Currency
translation adjustments
|
|
550,512
|
|
550,512
|
|
|||||||||||||||||||
Derivative
contracts adjustments, net
|
|
(25,632
|
)
|
(25,632
|
)
|
|||||||||||||||||||
Marketable
securities adjustments, net
|
|
(26,999
|
)
|
(26,999
|
)
|
|||||||||||||||||||
Pension
and postretirement benefit adjustments
|
|
3,165
|
|
3,165
|
|
|||||||||||||||||||
Comprehensive
income, net of tax
|
|
2,820,087
|
|
|||||||||||||||||||||
Cash
dividends declared(2)
|
|
(1,120,941
|
)
|
(1,120,941
|
)
|
|||||||||||||||||||
Common
stock acquired for treasury
|
|
(3,158
|
)
|
(33,649
|
)
|
(356,094
|
)
|
(392,901
|
)
|
|||||||||||||||
Common
stock issued for stock options
|
|
587
|
|
71,445
|
|
72,032
|
|
|||||||||||||||||
Stock-based
compensation expense
|
|
176,100
|
|
176,100
|
|
|||||||||||||||||||
Issuance
of restricted stock awards
|
|
1,043
|
|
(1,175
|
)
|
(132
|
)
|
|||||||||||||||||
Tax
benefit (reduction) from exercises/
cancellations
of stock options
|
|
(3,096
|
)
|
(3,096
|
)
|
|||||||||||||||||||
Other
exchanges
|
|
4
|
|
(3
|
)
|
1
|
|
|||||||||||||||||
Balance
at June 30, 2008
|
|
$
|
23
|
|
$
|
444,405
|
|
$
|
7,335,166
|
|
$
|
11,259,612
|
|
$
|
722,479
|
|
$
|
19,761,685
|
|
(1)
|
Included
in cash dividends declared were the following dividends payable at
June 30, 2009:
|
- Common
stock cash dividend of $0.30 per share ($400,250 in the aggregate) declared on
June 11, 2009 and payable on September 1, 2009; and
-
Preferred stock cash dividends of $0.50 per share ($3 in the aggregate) declared
on April 23, 2009 and paid on July 1, 2009.
(2)
|
Included
in cash dividends declared were the following dividends payable at
June 30, 2008:
|
- Common
stock cash dividend of $0.28 per share ($373,310 in the aggregate) declared on
June 26, 2008 and payable on September 2, 2008; and
-
Preferred stock cash dividends of $0.50 per share ($5 in the aggregate) declared
on June 26, 2008 and payable on October 1, 2008.
The
accompanying notes are an integral part of these consolidated condensed
financial statements.
5
WYETH
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
(In
Thousands)
(Unaudited)
|
Six
Months
Ended
June 30,
|
|||||||
|
2009
|
2008
|
||||||
Operating
Activities
|
|
|||||||
Net
income
|
|
$
|
2,470,179
|
|
$
|
2,319,041
|
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|||||||
Net
gains on sales and dispositions of assets
|
|
(17,628
|
)
|
(136,959
|
)
|
|||
Depreciation
and amortization
|
|
508,178
|
|
483,441
|
|
|||
Stock-based
compensation
|
|
101,880
|
|
176,100
|
|
|||
Change
in other assets (including deferred income taxes)
|
|
(53,087
|
)
|
284,849
|
|
|||
Diet
drug litigation payments
|
|
(97,359
|
)
|
(888,659
|
)
|
|||
Changes
in working capital, net
|
|
(671,997
|
)
|
(677,598
|
)
|
|||
Other
items, net
|
|
321,823
|
|
311,441
|
|
|||
Net
cash provided by operating activities
|
|
2,561,989
|
|
1,871,656
|
|
|||
|
||||||||
Investing
Activities
|
|
|||||||
Purchases
of intangibles, property, plant and equipment
|
|
(426,570
|
)
|
(574,116
|
)
|
|||
Proceeds
from sales of assets
|
|
57,440
|
|
146,679
|
|
|||
Proceeds
from sales and maturities of marketable securities
|
|
5,091,302
|
|
856,892
|
|
|||
Purchases
of marketable securities
|
|
(7,221,257
|
)
|
(1,032,122
|
)
|
|||
Net
purchases of government guaranteed promissory notes
|
|
(350,000
|
)
|
—
|
|
|||
Proceeds
from interest rate swap termination
|
|
383,578
|
|
—
|
|
|||
Net
cash used for investing activities
|
|
(2,465,507
|
)
|
(602,667
|
)
|
|||
|
||||||||
Financing
Activities
|
|
|||||||
Repayments
and repurchases of debt
|
|
(110,939
|
)
|
(300,000
|
)
|
|||
Other
borrowing transactions, net
|
|
(4,338
|
)
|
4,036
|
|
|||
Dividends
paid
|
|
(799,503
|
)
|
(747,626
|
)
|
|||
Purchases
of common stock for Treasury
|
|
(70,887
|
)
|
(392,901
|
)
|
|||
Exercises
of stock options
|
|
42,158
|
|
72,849
|
|
|||
Net
cash used for financing activities
|
|
(943,509
|
)
|
(1,363,642
|
)
|
|||
Effect
of exchange rate changes on cash and cash equivalents
|
|
28,067
|
|
23,404
|
|
|||
Decrease
in cash and cash equivalents
|
|
(818,960
|
)
|
(71,249
|
)
|
|||
Cash
and cash equivalents, beginning of period
|
|
10,015,877
|
|
10,453,879
|
|
|||
Cash
and cash equivalents, end of period
|
|
$
|
9,196,917
|
|
$
|
10,382,630
|
|
The
accompanying notes are an integral part of these consolidated condensed
financial statements.
6
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1.
|
Summary
of Significant Accounting
Policies
|
Recently
Issued Accounting Standards:
In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(FSP) FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies” (FSP 141(R)-1). FSP 141(R)-1
requires contingencies acquired in a business combination accounted for under
Statement of Financial Accounting Standards (SFAS) No. 141(R) “Business
Combinations,” to be recorded at acquisition date fair value, if determinable.
If the fair value cannot be determined, an entity is required to follow existing
guidance in SFAS No. 5, “Accounting for Contingencies,” and FASB
Interpretation No. 14, “Reasonable Estimation of a Loss.” FSP 141(R)-1 also
requires additional disclosures of the contingencies recognized at acquisition,
including the nature of the contingency, the amount recognized and the
measurement basis used. FSP 141(R)-1 is effective prospectively for fiscal years
beginning after December 15, 2008. The Company has not had any business
combinations since the effective date of FSP 141(R)-1 but will comply with the
requirements when applicable.
In June
2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS
No. 165). SFAS No. 165 defines subsequent events and requires an
entity to evaluate events that occur after the balance sheet date but before its
financial statements are either issued or are available to be issued for
possible measurement and recognition as of the balance sheet date. SFAS
No. 165 also requires the disclosure of the date through which subsequent
events have been evaluated, as well as a pro forma disclosure of the financial
statement effect of a nonrecognized subsequent event if material to the
reporting entity. SFAS No. 165 is effective prospectively for interim and
annual periods ending after June 15, 2009. The Company has adopted SFAS
No. 165 beginning with the 2009 second quarter.
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets – an amendment of FASB Statement No. 140” (SFAS No. 166). SFAS
No. 166 eliminates the Qualifying Special Purpose Entity concept, amends
the guidance entities use when determining whether a transfer of a financial
asset qualifies as a sale, and requires that a transferor of a financial asset
initially record beneficial interests received pursuant to the transfer at fair
value. SFAS No. 166 also requires additional disclosures detailing the
relationship between a transferor and transferee, including any continued
financial interests retained by the transferor subsequent to a transfer of
assets. SFAS No. 166 is effective prospectively for fiscal years beginning
after November 15, 2009. The Company currently is assessing the impact of
SFAS No. 166 on its consolidated financial position and results of
operations.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R)” (SFAS No. 167). SFAS No. 167 amends the consolidation
guidance for Variable Interest Entities (VIE), including requiring an ongoing
qualitative assessment of the primary beneficiary of a VIE, the removal of the
Qualifying Special Purpose Entity scope exception from FASB Interpretation
No. 46(R), and amending guidance on determining an entity’s status as a
VIE. SFAS No. 167 is effective prospectively for fiscal years beginning
after November 15, 2009. The Company currently is assessing the impact of
SFAS No. 167 on its consolidated financial position and results of
operations.
7
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
CodificationTM and
the Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 168).
SFAS No. 168 replaces SFAS No. 162, “The Hierarchy of Generally
Accepted Accounting Principles,” as the source of authoritative Generally
Accepted Accounting Principles (GAAP), in addition to the rules and
interpretative releases of the U.S. Securities and Exchange Commission (SEC) as
they apply to SEC registrants. SFAS No. 168 separates existing accounting
guidance as either authoritative or nonauthoritative and applies to financial
statements of all nongovernmental entities that are presented in conformity with
GAAP. SFAS No. 168 is effective for all financial statements issued after
September 15, 2009, including those issued in interim periods. The Company
does not anticipate that the adoption of SFAS No. 168 will have a material
effect on its consolidated financial position or results of
operations.
In
December 2007, the FASB ratified Emerging Issues Task Force (EITF) 07-1,
“Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1 provides
guidance for determining if a collaborative arrangement exists and establishes
procedures for reporting revenue and costs generated from transactions with
third parties, as well as between the parties within the collaborative
arrangement, and provides guidance for financial statement disclosures of
collaborative arrangements. EITF 07-1 became effective for the Company on
January 1, 2009. The following are collaborative arrangements that are
significant to the Company:
•
|
The
Company and Amgen Inc. (Amgen) have a collaborative arrangement for the
selling and marketing of
ENBREL in the United States and Canada under which the Company is
entitled to a percentage of Amgen’s gross profit on sales in the U.S. and
Canadian markets. The Company records this as alliance revenue. The
Company has exclusive rights to ENBREL outside
the United States and Canada. In addition, the Company and Amgen share
equally selling and marketing costs in the United States and Canada. The
Company records these costs in Selling,
general and administrative expenses . Further, the Company and
Amgen have a global supply collaboration whereby a blended worldwide cost
of goods is used by each company.
|
•
|
The
Company and Elan Corporation, plc are collaborating to research, develop
and commercialize bapineuzumab (AAB-001) for the treatment of patients
with mild to moderate Alzheimer’s disease, as well as other compounds for
neurodegenerative conditions. The agreement between the parties provides
that the two companies share equally in the research and development
costs. The Company records these costs in Research
and development expenses . When, and if, a product is approved, the
parties will jointly commercialize the product globally and will share
profits.
|
The
Company also has numerous other collaborative arrangements, none of which are
individually or in the aggregate significant.
8
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Reclassifications:
Certain reclassifications have been made to the June 30, 2008 consolidated
condensed financial statements and accompanying notes to conform with the
June 30, 2009 presentation.
Note 2.
|
Earnings
per Share
|
The
following table sets forth the computations of basic earnings per share and
diluted earnings per share:
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||||
(In
thousands except per share amounts)
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Numerator:
|
|||||||||||||||||
Net
income less preferred dividends
|
$ | 1,272,015 | $ | 1,122,085 | $ | 2,470,171 | $ | 2,319,027 | |||||||||
Denominator:
|
|||||||||||||||||
Weighted
average common shares outstanding
|
1,333,435 | 1,332,682 | 1,332,544 | 1,333,945 | |||||||||||||
Basic
earnings per share
|
$ | 0.95 | $ | 0.84 | $ | 1.85 | $ | 1.74 | |||||||||
Numerator:
|
|||||||||||||||||
Net
income
|
$ | 1,272,019 | $ | 1,122,094 | $ | 2,470,179 | $ | 2,319,041 | |||||||||
Interest
expense, net of tax, on contingently convertible debt
|
2,485 | 6,765 | 5,440 | 13,836 | |||||||||||||
Net
income, as adjusted
|
$ | 1,274,504 | $ | 1,128,859 | $ | 2,475,619 | $ | 2,332,877 | |||||||||
Denominator:
|
|||||||||||||||||
Weighted
average common shares outstanding
|
1,333,435 | 1,332,682 | 1,332,544 | 1,333,945 | |||||||||||||
Common
stock equivalents of outstanding stock options, deferred contingent common
stock awards, performance share awards, service-vested restricted stock
awards and convertible preferred stock (1)
|
9,050 | 9,838 | 8,508 | 8,982 | |||||||||||||
Common
stock equivalents of assumed conversion of contingently convertible
debt
|
13,586 | 16,976 | 14,137 | 16,976 | |||||||||||||
Total
shares(1)
|
1,356,071 | 1,359,496 | 1,355,189 | 1,359,903 | |||||||||||||
Diluted
earnings per share(1)
|
$ | 0.94 | $ | 0.83 | $ | 1.83 | $ | 1.72 |
(1)
|
At
June 30, 2009 and 2008, approximately 80,801 and 98,401 shares of
common stock, respectively, related to options outstanding under the
Company’s Stock Incentive Plans, were excluded from the computation of
diluted earnings per share, as the effect would have been
antidilutive.
|
On
July 15, 2009, $765.1 million in aggregate principal amount of the
Company’s Floating Rate Convertible Senior Debentures due 2024 (the Convertible
Debentures) were validly tendered and accepted for purchase at par value. The
Convertible Debentures were tendered to the Company pursuant to the put option
contained in the Convertible Debentures and represented approximately 97.1
percent of the aggregate principal amount of the outstanding Convertible
Debentures at the time of purchase.
9
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
On
July 15, 2009, the Company redeemed all of its outstanding $2 convertible
preferred stock. The redemption price for each share was $60.08, which included
an amount equal to all accrued but unpaid dividends up to, and including, the
redemption date. Each share of convertible preferred stock was convertible into
36 shares of common stock, and holders could elect to convert all, or a portion
of, their convertible preferred stock into Wyeth common stock at any time prior
to the close of business on the redemption date. This redemption was made at
Pfizer’s request pursuant to the merger agreement with Pfizer.
Note 3.
|
Pensions
and Other Postretirement
Benefits
|
Net
periodic benefit cost for the Company’s defined benefit pension plans and other
postretirement benefit plans for the three and six months ended June 30,
2009 and 2008 were as follows:
|
Pensions
|
||||||||||||||||
(In
thousands)
|
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||
Components
of Net Periodic Benefit Cost
|
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Service
cost
|
|
$
|
52,646
|
|
$
|
54,412
|
|
$
|
105,213
|
|
$
|
108,739
|
|
||||
Interest
cost
|
|
83,302
|
|
86,820
|
|
166,005
|
|
173,549
|
|
||||||||
Expected
return on plan assets
|
|
(80,995
|
)
|
(105,265
|
)
|
(161,356
|
)
|
(210,505
|
)
|
||||||||
Prior
service cost
|
|
651
|
|
995
|
|
1,597
|
|
1,973
|
|
||||||||
Transition
obligation
|
|
117
|
|
123
|
|
214
|
|
241
|
|
||||||||
Recognized
net actuarial loss
|
|
53,144
|
|
16,597
|
|
106,187
|
|
33,191
|
|
||||||||
Termination
benefits
|
|
—
|
|
13,562
|
|
—
|
|
13,562
|
|
||||||||
Curtailment
gain
|
|
(657
|
)
|
—
|
|
(1,303
|
)
|
—
|
|
||||||||
Net
periodic benefit cost
|
|
$
|
108,208
|
|
$
|
67,244
|
|
$
|
216,557
|
|
$
|
120,750
|
|
||||
|
Other
Postretirement Benefits
|
||||||||||||||||
(In
thousands)
|
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||
Components
of Net Periodic Benefit Cost
|
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Service
cost
|
|
$
|
14,845
|
|
$
|
13,923
|
|
$
|
29,672
|
|
$
|
27,980
|
|
||||
Interest
cost
|
|
28,759
|
|
28,306
|
|
57,454
|
|
56,525
|
|
||||||||
Prior
service cost (credit)
|
|
(11,826
|
)
|
(12,545
|
)
|
(23,647
|
)
|
(22,684
|
)
|
||||||||
Recognized
net actuarial loss
|
|
12,467
|
|
13,101
|
|
24,910
|
|
23,755
|
|
||||||||
|
|||||||||||||||||
Net
periodic benefit cost
|
|
$
|
44,245
|
|
$
|
42,785
|
|
$
|
88,389
|
|
$
|
85,576
|
|
During
the six months ended June 30, 2009, contributions of $70.8 million were
made to the Company’s defined benefit pension plans, and payments of $47.2
million were made for other postretirement benefits. The Company expects to
contribute for the 2009 full year approximately $450.0 million to its defined
benefit pension plans and make payments of approximately $103.0 million for its
other postretirement benefit plans.
10
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 4.
|
Marketable
Securities
|
The
carrying cost, gross unrealized gains (losses) and fair value of
available-for-sale securities by major security type at June 30, 2009 and
December 31, 2008 were as follows:
(In
thousands)
At
June 30, 2009
|
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
(Losses)
|
Fair
Value
|
||||||||||||||
Available-for-sale:
|
||||||||||||||||||
Commercial
paper
|
$ | 778,449 | $ | 210 | $ | (35 | ) | $ | 778,624 | |||||||||
Certificates
of deposit
|
39,303 | 55 | (43 | ) | 39,315 | |||||||||||||
U.S.
Treasury and agency securities
|
4,134,051 | 3,481 | (12 | ) | 4,137,520 | |||||||||||||
Corporate
debt securities
|
1,362,876 | 3,481 | (19,368 | ) | 1,346,989 | |||||||||||||
Asset-backed
securities
|
149,203 | 1,073 | (17,133 | ) | 133,143 | |||||||||||||
Mortgage-backed
securities
|
282,495 | 4,441 | (30,717 | ) | 256,219 | |||||||||||||
Equity
securities
|
13,130 | 1,387 | (3,733 | ) | 10,784 | |||||||||||||
Total
marketable securities
|
$ | 6,759,507 | $ | 14,128 | $ | (71,041 | ) | $ | 6,702,594 | |||||||||
(In
thousands)
At
December 31, 2008
|
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
(Losses)
|
Fair
Value
|
||||||||||||||
Available-for-sale:
|
||||||||||||||||||
Commercial
paper
|
$ | 223,238 | $ | 595 | $ | — | $ | 223,833 | ||||||||||
Certificates
of deposit
|
167,772 | 358 | (218 | ) | 167,912 | |||||||||||||
U.S.
Treasury and agency securities
|
1,909,176 | 9,250 | (11 | ) | 1,918,415 | |||||||||||||
Corporate
debt securities
|
1,727,869 | 985 | (77,473 | ) | 1,651,381 | |||||||||||||
Asset-backed
securities
|
206,392 | — | (22,934 | ) | 183,458 | |||||||||||||
Mortgage-backed
securities
|
400,042 | 3,368 | (36,089 | ) | 367,321 | |||||||||||||
Equity
securities
|
15,043 | 4,315 | (2,283 | ) | 17,075 | |||||||||||||
Total
marketable securities
|
$ | 4,649,532 | $ | 18,871 | $ | (139,008 | ) | $ | 4,529,395 |
The
following table summarizes the Company’s marketable securities at June 30,
2009 and December 31, 2008 that have been in an unrealized loss position
for less than 12 months and those that have been in an unrealized loss position
for 12 months or more:
Less
than 12 Months
|
12
Months or More
|
Total
|
|||||||||||||||||||||||
(In
thousands)
At
June 30, 2009
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Unrealized
Loss
|
|||||||||||||||||||
Available-for-sale:
|
|||||||||||||||||||||||||
Commercial
paper
|
$ | 244,753 | $ | (35 | ) | $ | — | $ | — | $ | 244,753 | $ | (35 | ) | |||||||||||
Certificates
of deposit
|
11,145 | (15 | ) | 6,571 | (28 | ) | 17,716 | (43 | ) | ||||||||||||||||
U.S.
Treasury and agency securities
|
299,856 | (12 | ) | — | — | 299,856 | (12 | ) | |||||||||||||||||
Corporate
debt securities
|
125,969 | (1,359 | ) | 772,494 | (18,009 | ) | 898,463 | (19,368 | ) | ||||||||||||||||
Asset-backed
securities
|
26,375 | (8,671 | ) | 97,736 | (8,462 | ) | 124,111 | (17,133 | ) | ||||||||||||||||
Mortgage-backed
securities
|
51,738 | (18,251 | ) | 76,395 | (12,466 | ) | 128,133 | (30,717 | ) | ||||||||||||||||
Equity
securities
|
8,176 | (3,641 | ) | 67 | (92 | ) | 8,243 | (3,733 | ) | ||||||||||||||||
Total
marketable securities
|
$ | 768,012 | $ | (31,984 | ) | $ | 953,263 | $ | (39,057 | ) | $ | 1,721,275 | $ | (71,041 | ) |
11
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Less
than 12 Months
|
12
Months or More
|
Total
|
|||||||||||||||||||||||
(In
thousands)
At
December 31, 2008
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Unrealized
Loss
|
|||||||||||||||||||
Available-for-sale:
|
|||||||||||||||||||||||||
Certificates
of deposit
|
$ | 25,651 | $ | (166 | ) | $ | 9,047 | $ | (52 | ) | $ | 34,698 | $ | (218 | ) | ||||||||||
U.S.
Treasury and agency securities
|
8,309 | (11 | ) | — | — | 8,309 | (11 | ) | |||||||||||||||||
Corporate
debt securities
|
607,342 | (18,593 | ) | 825,598 | (58,880 | ) | 1,432,940 | (77,473 | ) | ||||||||||||||||
Asset-backed
securities
|
33,213 | (3,390 | ) | 115,685 | (19,544 | ) | 148,898 | (22,934 | ) | ||||||||||||||||
Mortgage-backed
securities
|
100,263 | (29,244 | ) | 66,335 | (6,845 | ) | 166,598 | (36,089 | ) | ||||||||||||||||
Equity
securities
|
3,376 | (2,212 | ) | 28 | (71 | ) | 3,404 | (2,283 | ) | ||||||||||||||||
Total
marketable securities
|
$ | 778,154 | $ | (53,616 | ) | $ | 1,016,693 | $ | (85,392 | ) | $ | 1,794,847 | $ | (139,008 | ) |
The
Company has determined that the marketable securities that have been in an
unrealized loss position for 12 months or more are not other than temporarily
impaired because the Company does not have the intent to sell these marketable
securities and has the ability to hold the marketable securities until
maturity.
The
Company’s net realized losses on its investments for the three months ended
June 30, 2009 were $2.3 million, and for the six months ended June 30,
2009, the Company had net realized gains of $4.3 million. For the three and six
months ended June 30, 2008, net realized losses on the Company’s
investments were $26.3 million and $30.2 million, respectively.
The
contractual maturities of debt securities classified as available-for-sale at
June 30, 2009 were as follows:
(In
thousands)
|
Cost
|
Fair
Value
|
|||||||
Available-for-sale:
|
|||||||||
Due
within one year
|
$ | 5,786,930 | $ | 5,784,876 | |||||
Due
one year through five years
|
594,021 | 581,371 | |||||||
Due
five years through 10 years
|
30,741 | 30,614 | |||||||
Due
after 10 years
|
334,685 | 294,949 | |||||||
Total
|
$ | 6,746,377 | $ | 6,691,810 |
The
Company monitors its investments with counterparties with the objective of
minimizing concentrations of credit risk. The Company’s investment policy places
limits on the amount and time to maturity of investments with any individual
institution. The policy also requires that investments are made only with highly
rated corporate and financial institutions.
In April
2009, FASB issued FSP FAS No. 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2), which amended
the existing guidance on determining whether an impairment for investments in
debt securities is other than temporary. The new guidance was effective for the
Company’s 2009 second quarter. FSP FAS 115-2 required a reclassification upon
adoption to retained earnings with a corresponding offset to accumulated other
comprehensive income for the portion of other-than-temporary impairment (OTTI)
recorded in earnings in previous periods on securities in the Company’s
portfolio at March 31, 2009 that were related to factors other than credit
and would not have been required to be recognized in earnings had the new
guidance been effective for those periods. The reclassification for the initial
adoption of FSP FAS 115-2 was not material to the Company and, therefore, was
not recorded.
12
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The
following table presents a roll forward for the three months ended June 30,
2009 of the credit-related loss on debt securities that have been written down
for other-than-temporary impairment (OTTI) for which the credit loss component
has been recognized in earnings.
(In
thousands)
|
|
||||
Cumulative
OTTI credit losses recognized for securities held at April 1,
2009
|
|
$
|
206,558
|
|
|
Additions
for OTTI securities where no credit losses were recognized prior to
April 1, 2009
|
|
5,000
|
|
||
Reduction
for sales of credit-impaired securities
|
|
(15,991
|
)
|
||
Cumulative
OTTI credit losses recognized for securities held at June 30,
2009
|
|
$
|
195,567
|
|
Note 5.
|
Fair
Value Measurements
|
The
Company uses the following methods for determining fair value in accordance with
SFAS No. 157, “Fair Value Measurements.” For assets and liabilities that
are measured using quoted prices in active markets for the identical asset or
liability, the total fair value is the published market price per unit
multiplied by the number of units held without consideration of transaction
costs (Level 1). Assets and liabilities that are measured using significant
other observable inputs are valued by reference to similar assets or
liabilities, such as quoted prices for similar assets or liabilities, quoted
prices in markets that are not active, or other inputs that are observable or
can be corroborated by observable market data (Level 2). For all remaining
assets and liabilities for which there are no significant observable inputs,
fair value is derived using an assessment of various discount rates, default
risk, credit quality and the overall capital market liquidity (Level
3).
13
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The
following table summarizes the basis used to measure certain assets and
liabilities at fair value on a recurring basis in the balance
sheet:
Fair Value Measurements at June 30, 2009 Using
|
||||||||||||||||
(In
thousands)
Description
|
Balance
at
June 30, 2009
|
Quoted Prices
in
Active
Markets
for
Identical
Items
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
Assets:
|
||||||||||||||||
Marketable
securities available-for-sale
|
$ | 6,702,594 | $ | 10,784 | $ | 6,675,064 | $ | 16,746 | ||||||||
Option
and forward contracts
|
36,866 | — | 36,866 | — | ||||||||||||
Other
|
124,900 | — | 124,900 | — | ||||||||||||
Total
assets
|
$ | 6,864,360 | $ | 10,784 | $ | 6,836,830 | $ | 16,746 | ||||||||
Liabilities:
|
||||||||||||||||
Forward
contracts
|
$ | 222 | — | $ | 222 | — | ||||||||||
Other
|
502 | — | 502 | — | ||||||||||||
Total
liabilities
|
$ | 724 | — | $ | 724 | — |
The
following table presents the changes in fair value for assets that have no
significant observable inputs (Level 3):
|
Level 3
Marketable Securities
Available-for-Sale
|
|||||||
(In
thousands)
|
|
Three Months
Ended June 30, 2009
|
Six Months
Ended June 30, 2009
|
|||||
Balance
at beginning of period
|
|
$
|
26,846
|
|
$
|
26,960
|
|
|
Total
gains (losses) (realized/unrealized):
|
|
|||||||
Included in
Other income, net
|
|
(2
|
)
|
(995
|
)
|
|||
Included
in other comprehensive income
|
|
488
|
|
1,048
|
|
|||
Net
purchases, sales, issuances and settlements
|
|
(1,831
|
)
|
(2,870
|
)
|
|||
Net
transfers out/in
|
|
(8,755
|
)
|
(7,397
|
)
|
|||
Balance
at end of period
|
|
$
|
16,746
|
|
$
|
16,746
|
|
As of
June 30, 2009, the Company’s long-term debt had a carrying value of
$11,468.7 million and a fair value of $11,795.6 million.
14
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 6.
|
Derivative
Financial Instruments
|
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS No. 161). SFAS No. 161 requires entities to provide enhanced
disclosure about how and why the entity uses derivative instruments, how the
instruments and related hedged items are accounted for under SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities” (SFAS
No. 133), and how the instruments and related hedged items affect the
financial position, results of operations and cash flows of the entity. The
Company adopted SFAS No. 161 during the quarter ended March 31,
2009.
The
Company manages its exposure to certain market risks, including foreign exchange
and interest rate risks, through the use of derivative financial instruments. On
the date that the Company enters into a derivative contract, it designates the
derivative as either a:
(1) Fair
Value Hedge. For derivative contracts that are designated and qualify as fair
value hedges, the derivative instrument is marked-to-market with gains and
losses recognized in current period earnings to offset the respective losses and
gains recognized on the underlying exposure. The Company’s interest rate swaps,
which are composed of fixed-to-floating rate interest rate swaps, qualify as
fair value hedges. In April 2009, the Company discontinued the $5,000.0 million
notional amount of interest rate swap contracts, which were used to manage
exposures to changes in interest rates. As a result of this transaction, the
Company received cash of $383.6 million and recorded a deferred gain (reflected
in current and long-term debt, as appropriate), which will be amortized against
interest expense over the remaining term of the underlying debt instruments;
or
(2)
Foreign Currency Cash Flow Hedge. SFAS No. 133 requires that the Company
perform periodic assessments of hedge effectiveness. The Company assesses, both
at the inception of each hedge and on an ongoing basis thereafter, whether the
derivatives that are used in its hedging transactions are highly effective in
offsetting changes in cash flows of the hedged items. For derivative contracts
that are designated and qualify as foreign currency cash flow hedges, the
effective portion of gains and losses on these contracts is reported as a
component of Accumulated
other comprehensive income (loss) (AOCI) and reclassified into
earnings in the same period the hedged transaction affects earnings. Any hedge
ineffectiveness on cash flow hedges is immediately recognized in earnings.
Ineffectiveness is minimized through the proper relationship of the hedging
derivative contract with the hedged item. For the three and six months ended
June 30, 2009 and 2008, there was no hedge ineffectiveness recorded in the
consolidated condensed statements of operations. The Company uses foreign
currency option and forward contracts in its cash flow hedging program to
partially cover foreign currency risk related to international intercompany
inventory sales. The unrealized net gains or losses in
Accumulated other comprehensive income (loss) on these cash
flow hedges will be reclassified into the consolidated condensed statement of
operations when the inventory is sold to a third party, generally three months
after the expiration of the option or forward contract. Option and forward
contracts outstanding as of June 30, 2009 expire no later than December
2009.
The
Company also uses short-term foreign currency forward contracts and swap
contracts as economic hedges to neutralize month-end balance sheet exposures.
These contracts are not designated as hedging instruments. The contracts take
the opposite currency position of the underlying exposure in the month-end
balance sheet to counterbalance the effect of any currency movement and are
recorded at fair value on the consolidated condensed balance sheet, with the
gain or loss recognized in current period earnings.
15
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The cash
flows from each of the Company’s derivative contracts are reflected as operating
activities in the consolidated condensed statements of cash flows. The Company
does not hold any derivative instruments for trading purposes.
The fair
value of foreign currency forward and option contracts and interest rate swaps
reflects the present value of the contracts, taking into consideration
counterparty credit risk, at June 30, 2009 and 2008.
The
following table summarizes the balance sheet locations and fair values of the
Company’s derivative financial instruments as of June 30, 2009 and
2008:
Derivative
Instruments at June 30,
|
||||||||||||||||||||
2009
|
2008
|
|||||||||||||||||||
(In
thousands)
Description
|
Balance Sheet
Location
|
Notional
Amount
|
Assets
(Liabilities)
Fair
Value
|
Notional
Amount
|
Assets
(Liabilities)
Fair
Value
|
|||||||||||||||
Derivative
instruments designated as
hedging instruments under SFAS No. 133:
|
||||||||||||||||||||
Interest
rate swaps
|
Other
assets, including deferred taxes
|
— | — | $ | 5,000,000 | $ | 152,591 | |||||||||||||
Foreign
currency forward and option contracts
|
Other
current assets, including deferred taxes
|
$ | 1,236,685 | $ | 36,866 | — | — | |||||||||||||
Foreign
currency forward and option contracts
|
Accrued
expenses
|
— | — | 2,654,692 | (36,613 | ) | ||||||||||||||
Foreign
currency forward and option contracts
|
Other
noncurrent liabilities
|
— | — | 397,764 | (3,946 | ) | ||||||||||||||
Total
derivative instruments designated as hedging instruments under
SFAS No. 133
|
36,866 | 112,032 | ||||||||||||||||||
Derivative
instruments not designated as
hedging instruments under SFAS No. 133:
|
||||||||||||||||||||
Foreign
currency forward and swap contracts
|
Accrued
expenses
|
2,184,882 | (222 | ) | — | — | ||||||||||||||
Foreign
currency forward and swap contracts
|
Other
assets, including deferred taxes
|
— | — | 2,353,776 | 207 | |||||||||||||||
Total
derivative instruments not designated as hedging instruments under SFAS
No. 133
|
(222 | ) | 207 | |||||||||||||||||
Total
|
$ | 36,644 | $ | 112,239 |
16
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The
following tables summarize the effect of derivative instruments on the Company’s
consolidated condensed statements of operations for the three and six months
ended June 30, 2009 and 2008:
(In
thousands)
Description
|
Location
of Gain (Loss)
Recognized
in the
Consolidated
Condensed
Statement
of Operations
|
|
Gain
(Loss)
Three
Months Ended
June 30,
|
||||||
|
2009
|
2008
|
|||||||
Fair
value hedging instruments:
|
|
||||||||
Interest
rate swaps
|
Interest
(income) expense, net
|
|
$
|
33,879
|
|
$
|
22,209
|
|
|
Derivatives
not designated as hedging instruments under SFAS
No. 133:
|
|
||||||||
Foreign
currency forward and swap contracts
|
Other
income, net
|
|
$
|
(122,446
|
)
|
$
|
3,993
|
|
|
(In
thousands)
Description
|
Location
of Gain (Loss)
Recognized
in the
Consolidated
Condensed
Statement
of Operations
|
|
Gain
(Loss)
Six
Months
Ended
June 30,
|
||||||
|
2009
|
2008
|
|||||||
Fair
value hedging instruments:
|
|
||||||||
Interest
rate swaps
|
Interest
(income) expense, net
|
|
$
|
76,933
|
|
$
|
53,300
|
|
|
Derivatives
not designated as hedging instruments under SFAS
No. 133:
|
|
||||||||
Foreign
currency forward and swap contracts
|
Other
income, net
|
|
$
|
(76,179
|
)
|
$
|
(110,120
|
)
|
17
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Gain
(Loss)
Recognized
in
AOCI
as
of June 30,
|
Location
of
Gain
(Loss)
Reclassified
from AOCI
to
the
Consolidated Condensed
Statement
of
Operations
|
Gain
(Loss)
Reclassified
from AOCI
to
the
Consolidated
Condensed
Statement
of Operations
|
||||||||||||||||||||||||
(In
thousands)
Description
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||||||||||
Cash
flow hedging instruments:
|
||||||||||||||||||||||||||
Foreign
currency option and forward contracts
|
$ | 53,158 | $ | (54,314 | ) |
Other
income, net
|
$ | 77,516 | $ | (21,945 | ) | $ | 146,456 | $ | (34,588 | ) |
Credit
Risk of Derivatives
The use
of derivative instruments exposes the Company to credit risk. If the
counterparty fails to perform, the credit risk is equal to the Company’s fair
value gain, if any, in the derivative. When the fair value of a derivative
instrument contract is positive, this generally indicates that the counterparty
owes the Company and, therefore, creates a credit risk for the Company. When the
fair value of a derivative instrument contract is negative, the Company owes the
counterparty and may be required to post collateral to one or more
counterparties equal to the liability. The Company seeks to minimize the credit
risk in derivative instruments by entering into transactions with reputable
broker-dealers (financial institutions) that are reviewed periodically by the
Company with the objective of minimizing credit risk. The Company has a policy
of diversifying derivatives counterparties to mitigate the overall risk of
counterparty defaults.
18
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 7.
|
Productivity
Initiatives
|
During
the 2009 first half, the Company continued to implement productivity initiatives
and realize the benefits of Project Impact. Prior to 2008, the Company had other
global productivity initiatives in place.
The
Company recorded the following charges related to its productivity initiatives
for the three and six months ended June 30, 2009 and 2008:
Three
Months
Ended June 30,
|
Six
Months
Ended June 30,
|
||||||||||||||||
(In
thousands except per share amounts)
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Personnel
costs
|
$ | 26,369 | $ | 104,287 | $ | 57,880 | $ | 257,309 | |||||||||
Accelerated
depreciation and plant write-downs
|
14,655 | 10,984 | 29,095 | 21,402 | |||||||||||||
Other
closure/exit costs(1)
|
3,841 | 39,929 | 29,640 | 62,104 | |||||||||||||
Total
productivity initiatives charges
|
44,865 | 155,200 | 116,615 | 340,815 | |||||||||||||
Gain
on asset sale(2)
|
— | — | — | (104,655 | ) | ||||||||||||
Net
productivity initiatives charges
|
$ | 44,865 | $ | 155,200 | $ | 116,615 | $ | 236,160 | |||||||||
Net
productivity initiatives charges, after-tax
|
$ | 30,815 | $ | 110,480 | $ | 85,375 | $ | 180,090 | |||||||||
Decrease
in diluted earnings per share
|
$ | 0.02 | $ | 0.08 | $ | 0.06 | $ | 0.13 |
(1)
|
Includes
consulting fees incurred in connection with developing the productivity
initiatives of approximately $2,693 and $2,286 for the three months ended
June 30, 2009 and 2008, respectively, and $15,815 and $13,967 for the
six months ended June 30, 2009 and 2008,
respectively.
|
(2)
|
Represents
the net gain on the sale of a manufacturing facility in
Japan.
|
The net
productivity initiatives charges were recorded as follows:
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||||
(In
thousands)
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Cost
of goods sold
|
$ | 37,603 | $ | 47,641 | $ | 104,171 | $ | 113,569 | |||||||||
Selling,
general and administrative expenses
|
6,026 | 101,551 | 11,190 | 202,125 | |||||||||||||
Research
and development expenses
|
1,236 | 6,008 | 1,254 | 25,121 | |||||||||||||
Total
productivity initiatives charges
|
44,865 | 155,200 | 116,615 | 340,815 | |||||||||||||
Other
income, net
|
— | — | — | (104,655 | ) | ||||||||||||
Net
productivity initiatives charges
|
$ | 44,865 | $ | 155,200 | $ | 116,615 | $ | 236,160 |
19
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Net
productivity initiatives charges are recorded in the Corporate segment. The
following table sets forth net productivity initiatives charges as they relate
to the Company’s reportable segments:
(In
thousands)
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
|||||||||||||||
Segment
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Pharmaceuticals
|
$ | 41,742 | $ | 142,263 | $ | 110,106 | $ | 301,084 | |||||||||
Consumer
Healthcare
|
123 | 4,427 | 2,509 | 25,636 | |||||||||||||
Animal
Health
|
1,000 | 2,624 | 2,000 | 3,664 | |||||||||||||
Corporate
|
2,000 | 5,886 | 2,000 | 10,431 | |||||||||||||
Total
productivity initiatives charges
|
44,865 | 155,200 | 116,615 | 340,815 | |||||||||||||
Gain
on asset sale - Pharmaceuticals
|
— | — | — | (104,655 | ) | ||||||||||||
Net
productivity initiatives charges
|
$ | 44,865 | $ | 155,200 | $ | 116,615 | $ | 236,160 |
The
following table summarizes the net productivity initiatives charges, payments
made and the reserve balance at June 30, 2009:
Changes
in Reserve Balance
|
|||||||||||||||||
(In
thousands)
|
Reserve
at
December 31,
|
Total Net
Charges
Six
|
Net
Payments/
Non-cash
|
Reserve at
June 30,
|
|||||||||||||
Productivity
Initiatives
|
2008
|
Months
|
Charges
|
2009
|
|||||||||||||
Personnel
costs
|
$ | 359,703 | $ | 57,880 | $ | (108,922 | ) | $ | 308,661 | ||||||||
Accelerated
depreciation and plant write-downs
|
— | 29,095 | (29,095 | ) | — | ||||||||||||
Other
closure/exit costs
|
6,187 | 29,640 | (29,761 | ) | 6,066 | ||||||||||||
Total
|
$ | 365,890 | $ | 116,615 | $ | (167,778 | ) | $ | 314,727 |
At
June 30, 2009, the reserve balance for personnel costs related primarily to
committed employee severance obligations and other employee-related costs
associated with the Company’s productivity initiatives. These amounts are
expected to be paid over the next 24 months. It is expected that additional
costs will be incurred under the Company’s productivity initiatives over the
next several years.
20
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 8.
|
Stock-Based
Compensation
|
The
following table summarizes the components and classification of stock-based
compensation expense for the three and six months ended June 30, 2009 and
2008:
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
|||||||||||||||||
(In
thousands)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||||
Stock
options
|
$ | 19,105 | $ | 49,934 | $ | 44,729 | $ | 80,944 | ||||||||||
Restricted
stock unit awards
|
16,768 | 32,978 | 34,660 | 54,666 | ||||||||||||||
Performance
share unit awards
|
11,423 | 31,227 | 22,491 | 40,490 | ||||||||||||||
Total
stock-based compensation expense
|
$ | 47,296 | $ | 114,139 | $ | 101,880 | $ | 176,100 | ||||||||||
Cost
of goods sold
|
$ | 4,348 | $ | 11,473 | $ | 9,482 | $ | 18,267 | ||||||||||
Selling,
general and administrative expenses
|
28,111 | 68,575 | 60,393 | 105,473 | ||||||||||||||
Research
and development expenses
|
14,837 | 34,091 | 32,005 | 52,360 | ||||||||||||||
Total
stock-based compensation expense
|
47,296 | 114,139 | 101,880 | 176,100 | ||||||||||||||
Tax
benefit
|
16,240 | 39,342 | 35,042 | 60,795 | ||||||||||||||
Net
stock-based compensation expense
|
$ | 31,056 | $ | 74,797 | $ | 66,838 | $ | 115,305 |
In
connection with the Company’s merger agreement with Pfizer, the Company agreed
that in lieu of granting equity-based long-term incentive awards for 2009, it
would grant long-term incentive awards settled in cash. In February 2009, the
Compensation and Benefits Committee of the Company’s Board of Directors adopted,
and the Company’s Board of Directors ratified the adoption of, the Wyeth 2009
Cash Long-Term Incentive Plan, which provides for the grant of cash-settled
awards to eligible employees in an amount not to exceed $300 million in the
aggregate. These awards vest on the third anniversary of the grant date, subject
to acceleration in the event of a qualifying termination of employment following
a change in control. These awards are not stock-based compensation and,
therefore, are not reflected in the table above.
Note 9.
|
Income
Taxes
|
Taxing
authorities in various jurisdictions are in the process of reviewing the
Company’s tax returns. Except for the California Franchise Tax Board, where the
Company has filed protests for the 1996-2003 tax years, taxing authorities are
generally reviewing the Company’s tax returns for post-2001 tax years, including
the Internal Revenue Service, which has begun its audit of the Company’s tax
returns for the 2002-2005 tax years. Certain of these taxing authorities are
examining tax positions associated with the Company’s cross-border arrangements.
While the Company believes that these tax positions are appropriate and that its
reserves are adequate with respect to such positions, it is possible that one or
more taxing authorities will propose adjustments in excess of such reserves and
that conclusion of these audits will result in adjustments in excess of such
reserves. An unfavorable resolution for open tax years could have a material
effect on the Company’s results of operations or cash flows in the period in
which an adjustment is recorded and in future periods. The Company believes that
an unfavorable resolution for open tax years would not be material to the
financial position of the Company; however, each year, the Company records
significant tax benefits with respect to its cross-border arrangements, and,
therefore, the possibility of a resolution that is material to the financial
position of the Company cannot be excluded.
21
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 10.
|
Contingencies
and Commitments
|
The
Company is involved in various legal proceedings, including product liability,
patent, commercial, environmental and antitrust matters, of a nature considered
normal to its business, the most important of which are described below and/or
have been described in the Company’s 2008 Financial Report as incorporated in
its 2008 Annual Report on Form 10-K (referred to as the Company’s 2008 Financial
Report) and/or the Company’s Quarterly Report on Form 10-Q for the 2009 first
quarter. It is the Company’s policy to accrue for amounts related to these legal
matters if it is probable that a liability has been incurred and an amount is
reasonably estimable. Additionally, the Company records insurance receivable
amounts from third-party insurers when recovery is probable.
Like many
pharmaceutical companies in the current legal environment, the Company is
involved in legal proceedings, including product liability litigation, patent
litigation, and suits and investigations relating to, among other things,
pricing practices and promotional activities brought by governments and private
payors, which are significant to its business, are complex in nature and have
outcomes that are difficult to predict. Product liability claims, regardless of
their merits or their ultimate outcomes, are costly, divert management’s
attention, may adversely affect the Company’s reputation and demand for its
products, and may result in significant damages. Patent litigation, if resolved
unfavorably, can injure the Company’s business by subjecting the Company’s
products to earlier than expected generic competition and also can give rise to
payment of significant damages or restrictions on the Company’s future ability
to operate its business. Investigations and/or suits brought by governments
and/or private payors, regardless of their merits, are costly, divert
management’s attention, and may adversely affect the Company’s reputation and
demand for its products and, if resolved unfavorably, result in significant
payments of fines or damages.
The
Company intends to vigorously defend itself and its products in the litigation
described below and in its prior filings and believes its legal positions are
strong. However, from time to time, the Company may settle or decide no longer
to pursue particular litigation as it deems advisable. In light of the
circumstances discussed above, it is not possible to determine the ultimate
outcome of the Company’s legal proceedings, and, therefore, it is possible that
the ultimate outcome of these proceedings could be material to the Company’s
results of operations, cash flows and financial position.
The
following presents certain recent developments concerning the Company’s legal
proceedings and should be read in conjunction with the Company’s prior reports,
including the Company’s 2008 Financial Report and Quarterly Report on Form 10-Q
for the 2009 first quarter.
22
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Product
Liability Litigation
Diet
Drug Litigation
The
litigation against the Company alleging that the Company’s former weight loss
products,
REDUX and/or
PONDIMIN, caused certain serious conditions, including valvular heart
disease and primary pulmonary hypertension (PPH), is described in the Company’s
2008 Financial Report and Quarterly Report on Form 10-Q for the 2009 first
quarter. Total diet drug litigation payments were $44.3 million and $97.3
million for the 2009 second quarter and 2009 first half, respectively, of which
$12.9 million and $27.1 million, respectively, were made in connection with the
nationwide settlement. Payments under the nationwide settlement may continue, if
necessary, until 2018.
As of
June 30, 2009, the Company was a defendant in approximately 35 pending
lawsuits in which the plaintiff alleges a claim of PPH, alone or with other
alleged injuries. During the course of settlement discussions, certain
plaintiffs’ attorneys have informed the Company that they represent additional
individuals who claim to have PPH, but the Company is unable to evaluate whether
any such additional purported cases of PPH would meet the nationwide settlement
agreement’s definition of PPH, a precondition to maintaining such a lawsuit. The
Company continues to work toward resolving the claims of individuals who allege
that they have developed PPH as a result of their use of the diet drugs and
intends to vigorously defend those PPH cases that cannot be resolved prior to
trial.
The
Company has taken charges in connection with the
REDUX and
PONDIMIN diet drug matters, which to date total $21,100.0 million. The
$993.9 million reserve balance at June 30, 2009 represents management’s
best estimate, within a range of outcomes, of the aggregate amount required to
cover diet drug litigation costs, including payments in connection with the
nationwide settlement, claims asserted by opt outs from the nationwide
settlement, PPH claims and the Company’s legal fees related to the diet drug
litigation. It is possible that additional reserves may be required in the
future, although the Company does not believe that the amount of any such
additional reserves is likely to be material.
Hormone
Therapy Litigation
The
litigation against the Company alleging injury as a result of the plaintiffs’
use of one or more of the Company’s hormone or estrogen therapy products,
including PREMARIN and PREMPRO
, is described in the Company’s 2008 Financial Report and Quarterly Report on
Form 10-Q for the 2009 first quarter. As of June 30, 2009, the Company was
defending approximately 8,200 actions brought on behalf of approximately 9,900
women in various federal and state courts throughout the United States
(including, in particular, the United States District Court for the Eastern
District of Arkansas and the Pennsylvania Court of Common Pleas, Philadelphia
County) for personal injuries, including claims for breast cancer, stroke,
ovarian cancer and heart disease, allegedly resulting from their use of
PREMARIN or PREMPRO
.
23
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Of the 31
hormone therapy cases alleging breast cancer that have been resolved after being
set for trial, 23 now have been resolved in the Company’s favor (by voluntary
dismissal by the plaintiffs (14), summary judgment (5), defense verdict
(3) or judgment for the Company notwithstanding the verdict (1)), several
of which are being appealed by the plaintiffs. Of the remaining eight cases:
five such cases have been settled; one resulted in a plaintiffs’ verdict that
was vacated by the court and a new trial ordered (which plaintiffs have
appealed); and two (
Rowatt and Scroggin
) resulted in plaintiffs’ verdicts that the Company is appealing. One case, Brockert
, that had been resolved in the Company’s favor by summary judgment was affirmed
in part and reversed in part on appeal and, accordingly, has been excluded from
the preceding summary as this case will go back to trial. Additional cases have
been voluntarily dismissed by plaintiffs before a trial setting.
Additional
trials of hormone therapy cases are scheduled for 2009. Individual trial results
depend on a variety of factors, including many that are unique to the particular
case, and the Company’s trial results to date, therefore, may not be predictive
of future trial results.
As the
Company has not determined that it is probable that a liability has been
incurred and an amount is reasonably estimable, the Company has not established
any litigation accrual for its hormone therapy litigation. As of June 30,
2009, the Company has recorded $202.0 million in insurance receivables relating
to defense and settlement costs of its hormone therapy litigation. The insurance
carriers that provide coverage that the Company contends is applicable have
either denied coverage or have reserved their rights with respect to such
coverage. The Company believes that the denials of coverage are improper and
intends to enforce its rights under the terms of those policies.
Patent
Litigation
ENBREL
Litigation
As
previously described in the Company’s 2008 Financial Report, the United States
District Court for the District of Delaware entered a final judgment in favor of
Amgen that ENBREL does
not infringe ARIAD Pharmaceuticals, Inc.’s U.S. Patent No. 6,410,516. On
June 1, 2009, the U.S. Court of Appeals for the Federal Circuit affirmed
the District Court’s decision.
PROTONIX
Litigation
In the
ongoing litigation described in the Company’s 2008 Financial Report and
Quarterly Report on Form 10-Q for the 2009 first quarter relating to generic
versions of PROTONIX tablets,
on May 14, 2009, the U.S. Court of Appeals for the Federal Circuit affirmed
the decision of the District Court denying the Company’s and Nycomed GmbH’s
(Nycomed) request for a preliminary injunction. A trial on the liability
(non-damages) issues in this litigation could occur prior to the end of
2009.
In a
letter dated July 3, 2009, Apotex Inc. (Apotex) notified the Company and
Nycomed that it has filed a Paragraph IV certification seeking approval to
market a generic version of PROTONIX 20
mg and 40 mg tablets before the expiration of the PROTONIX compound
24
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
patent
(U.S. Patent No. 4,758,579), the same patent at issue in the litigation
against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries, Ltd.,
Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical
Industries Ltd. (collectively, Sun) and KUDCO Ireland, Ltd. described above. The
Company and Nycomed intend to initiate suit against Apotex.
The
Company has dismissed cases brought against certain generic companies that have
filed applications seeking to market generic pantoprazole sodium 40 mg base/vial
I.V. in the United States. Those cases involved only the listed formulation
patents for PROTONIX
.
EFFEXOR
Litigation
As
described in the Company’s 2008 Financial Report and Quarterly Report on Form
10-Q for the 2009 first quarter, the Company has settled several patent
infringement lawsuits relating to generic capsule versions of EFFEXOR
XR (extended release capsules). A number of such lawsuits
remain pending. In each of these cases, a generic manufacturer filed an
application seeking U.S. Food and Drug Administration (FDA) approval to market
extended release venlafaxine capsules in the United States prior to the
expiration of the Company’s three issued U.S. patents relating to extended
release venlafaxine formulations and their use. In each of the cases that have
been settled, the Company has granted the generic manufacturer a license to
these patents permitting it to market a generic capsule version of EFFEXOR
XR (extended release capsules) on negotiated dates prior to
the expiration of these patents.
On
May 18, 2009, pursuant to a settlement agreement between the parties, the
United States District Court for the Central District of California entered a
consent judgment and dismissed the lawsuit filed by the Company against
Wockhardt Limited (Wockhardt), alleging that the filing by Wockhardt of an
Abbreviated New Drug Application (ANDA) seeking FDA approval to market extended
release venlafaxine capsules infringes the same three patents discussed above.
Under the terms of the settlement, the Company has granted Wockhardt a license
to these same patents permitting it to market its generic capsule version
of EFFEXOR
XR (extended release capsules) on or after June 1, 2012,
subject to earlier launch in limited circumstances but in no event earlier than
January 1, 2011. In connection with the license, Wockhardt will pay the
Company a specified percentage of profit from sales of its generic
product.
25
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The seven
lawsuits relating to generic capsule versions of
EFFEXOR XR (extended release capsules) that remain pending are summarized
in the following table:
Generic
Filer
|
|
Expiration
of
30-Month
Stay*
|
|
Court
|
|
Anticipated
Trial
Date
|
|
Sandoz
Inc.
|
|
November 14, 2009
|
|
U.S.D.C., E.D.N.C.
|
|
Not yet scheduled
|
|
Mylan
Pharmaceuticals Inc.
|
|
November
23, 2009
|
|
U.S.D.C., N.D.W.V.
|
|
October
2009
|
|
Biovail
Corporation, Biovail Laboratories International SRL and Biovail
Technologies, Ltd.
|
|
November
15, 2010
|
|
U.S.D.C.,
D. Del.
|
|
Not
yet scheduled
|
|
Apotex
Inc. and Apotex Corp.
|
|
January
10, 2011
|
|
U.S.D.C.,
S.D. Fla.
|
|
January
2010
|
|
Torrent
Ltd. and Torrent Inc.
|
|
June
1, 2011
|
|
U.S.D.C.,
D. Del.
|
|
Not
yet scheduled
|
|
Zydus
Pharmaceuticals (USA) Inc. and Cadila Healthcare Limited
|
|
August
27, 2011
|
|
U.S.D.C.,
D. Del.
|
|
Not
yet scheduled
|
|
Orgenus
Pharma Inc. and Orchid Chemicals and Pharmaceuticals Ltd.
|
|
November
22, 2011
|
|
U.S.D.C.,
D. N.J.
|
|
Not
yet scheduled
|
*
Stay could terminate upon an earlier court decision holding the patents at issue
invalid or not infringed.
26
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Commercial
Litigation
Merger-Related
Litigation
As
described in the Company’s 2008 Financial Report and Quarterly Report on Form
10-Q for the 2009 first quarter and in the proxy statement/prospectus for the
Company’s 2009 Annual Meeting of Stockholders, purported class actions were
commenced by the Company’s stockholders in the Delaware Court of Chancery (the
Delaware Action) and in federal and state court in New Jersey against the
Company and members of its Board of Directors seeking to rescind the Company’s
merger agreement with Pfizer. On June 10, 2009, the Company, the
Company’s
directors and Pfizer entered into a memorandum of understanding with the
plaintiffs in the Delaware Action reflecting an agreement in principle to settle
the Delaware Action based on an agreement by the Company and its directors to
include in the proxy statement/prospectus relating to the merger certain
additional disclosures relating to the transaction. The Company, its directors
and Pfizer each have denied, and continue to deny, that they have committed or
aided and abetted the commission of any violation of law or engaged in any of
the wrongful acts alleged in the Delaware Action, and expressly maintain that
they diligently and scrupulously complied with their fiduciary and other legal
duties. The Company, its directors and Pfizer believe the Delaware Action is
without merit, and they entered into the memorandum of understanding solely to
avoid the risk of delaying the merger and to minimize the expense of litigation.
The memorandum of understanding is subject to customary conditions including
completion of appropriate settlement documentation, completion of due diligence
to confirm the fairness of the settlement, approval by the Delaware Court of
Chancery, and consummation of the merger.
If the
settlement is consummated, the Delaware Action will be dismissed with prejudice
and the defendants and other released persons will receive from or on behalf of
all persons and entities who held the Company’s common stock at any time from
January 26, 2009 through the date of consummation of the merger a release
of all claims relating to the merger, the merger agreement and the transactions
contemplated therein, and the disclosures made in connection therewith
(including the claims asserted in the lawsuits filed in New Jersey state and
federal courts). Members of the purported plaintiff class will be sent notice of
the proposed settlement, and a hearing before the Delaware Court of Chancery
will be scheduled regarding, among other things, approval of the proposed
settlement and any application by plaintiffs’ counsel for an award of attorneys’
fees and expenses.
Average
Wholesale Price Litigation
In the
litigation, described in the Company’s 2008 Financial Report and Quarterly
Report on Form 10-Q for the 2009 first quarter, in which plaintiffs allege that
the Company and other defendant pharmaceutical companies artificially inflated
the Average Wholesale Price (AWP) of their drugs, which allegedly resulted in
overpayment by, among others, Medicare and Medicare beneficiaries and state
Medicaid plans, two of the pending AWP cases have been dismissed. Swanston
v. TAP Pharmaceuticals Products, Inc., et al. , No. CV2002-004988, Sup.
Ct., Maricopa Cty., AZ, a putative state-wide class action pending in Arizona,
has been dismissed on summary judgment because the sole named plaintiff and
class representative used only one drug, Lupron (a drug not manufactured or sold
by the Company), and the defendants were able to show that the plaintiff never
purchased the drug based on an inflated AWP. In The
People of Illinois v. Abbott Laboratories, Inc., et al .,
No. 05CH0274, Cir. Ct., Cook Cty., IL, the plaintiff State of Illinois has
agreed to the dismissal without prejudice of the case against the
Company.
27
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Government
Investigations
In
connection with the grand jury investigation into the Company’s pricing and
promotional practices relating to
PROTONIX described in the Company’s 2008 Financial Report and Quarterly
Report on Form 10-Q for the 2009 first quarter, on May 18, 2009, the United
States Attorney’s Office for the District of Massachusetts and the Civil
Division of the U.S. Department of Justice filed a complaint in intervention in
two qui
tam actions that had been filed under seal in the U.S.
District Court for the District of Massachusetts.
United States et al. ex rel. Kieff v. Wyeth , Civil Action
No. 03-12366-DPW. The complaint alleges that the Company violated the civil
False Claims Act and federal common law by misreporting its “Best Price”
for PROTONIX
between 2001 and 2006. The two underlying qui
tam complaints, which contain similar allegations, also were
unsealed. Thereafter, on June 15, 2009, 15 states and the District of
Columbia filed a complaint under the same docket number asserting violations of
their various state laws based on allegations nearly identical to the federal
complaint. On July 27, 2009, the Company waived service of the government’s
complaint and moved to dismiss the complaint on several grounds. As of this
date, the Company has not been served with any of the operative complaints. The
Company believes that its pricing calculations were correct and intends to
defend itself vigorously in these actions. The grand jury investigation
continues.
Antitrust
Matters
On
July 8, 2009, the European Commission issued its final report in the
European Commission’s sector-wide competition law inquiry into the
pharmaceutical industry, EU
Pharmaceuticals Sector Inquiry , Case No. COMP/D2/39.514, described in
the Company’s 2008 Financial Report, and announced the opening of one formal
antitrust investigation, which did not involve the Company.
Environmental
Proceedings
MPA
Matter
In the
criminal proceedings in Ireland, described in the Company’s 2008 Financial
Report, in which Wyeth Medica Ireland (WMI) has been charged with violations of
the Irish Waste Management Act and violations of WMI’s Integrated Pollution
Prevention and Control License in connection with shipments of
medroxyprogesterone acetate (MPA)-contaminated sugar water waste from WMI’s
Newbridge, Ireland facility, the Company has withdrawn its appeal in the Irish
Supreme Court challenging the right of the Director of Public Prosecutions and
the Irish Environmental Protection Agency to prosecute the alleged violations of
WMI’s Integrated Pollution Prevention and Control License. On June 12,
2009, the proceedings were transferred from the Naas Circuit Court, where they
originally had been brought, to the Dublin Circuit Court, and on July 10,
2009, the matter was set for trial on June 2, 2010.
28
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Regulatory
Matters
EFFEXOR
Proceedings
In May
2009, at the FDA’s request, the Company withdrew its pending petitions for
reconsideration and stay of the FDA’s grant of an April 2003 petition by a
consultant on behalf of an unnamed client seeking the FDA’s permission to submit
an ANDA for venlafaxine extended release tablets utilizing the Company’s EFFEXOR
XR (extended release capsules) as the reference product (as
described in the Company’s 2008 Financial Report). As part of its November 2008
ruling that Sun’s ANDA for venlafaxine extended release tablets referencing EFFEXOR
XR (extended release capsules) must be withdrawn on the ground
that its proper reference drug should be Osmotica Pharmaceutical Corp.’s
venlafaxine extended release tablet product, not EFFEXOR
XR (extended release capsules) (see Patent Litigation – EFFEXOR Litigation
in the Company’s 2008 Financial Report), the FDA had stated that the outcome
made it unnecessary to address the issues raised in the Company’s petitions for
stay and reconsideration.
Note 11.
|
Company
Data by Segment
|
The
Company has four reportable segments: Wyeth Pharmaceuticals (Pharmaceuticals),
Wyeth Consumer Healthcare (Consumer Healthcare), Fort Dodge Animal Health
(Animal Health) and Corporate. The Company’s Pharmaceuticals, Consumer
Healthcare and Animal Health reportable segments are strategic business units
that offer different products and services. The reportable segments are managed
separately because they develop, manufacture, distribute and sell distinct
products and provide services that require differing technologies and marketing
strategies. The Company’s Corporate segment is responsible for the audit,
controller, treasury, tax and legal operations of the Company’s businesses and
maintains and/or incurs certain assets, liabilities, income, expense, gains and
losses related to the overall management of the Company that are not allocated
to the other reportable segments.
29
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The
following tables set forth
Net revenue for the Company’s principal products and reportable segments,
as well as
Income (loss) before income taxes for the Company’s reportable
segments for the three and six months ended June 30, 2009 and
2008:
Net
Revenue
|
|||||||||||||||||
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||||
(In
thousands)
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Pharmaceuticals:
|
|||||||||||||||||
EFFEXOR
|
$ | 771,750 | $ | 1,022,221 | $ | 1,590,591 | $ | 2,043,607 | |||||||||
PREVNAR
|
783,615 | 690,654 | 1,538,265 | 1,396,457 | |||||||||||||
ENBREL
|
|||||||||||||||||
Outside
U.S. and Canada
|
736,734 | 692,482 | 1,363,475 | 1,298,040 | |||||||||||||
Alliance
revenue - U.S. and Canada
|
303,347 | 283,677 | 543,555 | 609,991 | |||||||||||||
Nutrition
|
435,838 | 430,086 | 851,329 | 841,291 | |||||||||||||
ZOSYN/TAZOCIN
|
304,375 | 319,272 | 614,295 | 661,228 | |||||||||||||
PREMARIN
family
|
257,530 | 270,843 | 503,166 | 546,984 | |||||||||||||
Hemophilia
family(1)
|
247,930 | 250,671 | 454,356 | 489,882 | |||||||||||||
PROTONIX family(2)
|
237,178 | 228,026 | 452,435 | 387,190 | |||||||||||||
Other
|
700,335 | 779,260 | 1,355,599 | 1,451,315 | |||||||||||||
Total
Pharmaceuticals
|
4,778,632 | 4,967,192 | 9,267,066 | 9,725,985 | |||||||||||||
Consumer
Healthcare
|
631,439 | 664,892 | 1,244,023 | 1,340,100 | |||||||||||||
Animal
Health
|
285,089 | 313,274 | 561,044 | 589,922 | |||||||||||||
Total
net revenue
|
$ | 5,695,160 | $ | 5,945,358 | $ | 11,072,133 | $ | 11,656,007 |
(1)
|
The
Hemophilia family net revenue for the 2009 second quarter and first half
included revenue from
BENEFIX of $153,773 and $284,047, respectively, and REFACTO/XYNTHA of
$94,157 and $170,309, respectively, and the 2008 second quarter and first
half included revenue from BENEFIX of
$152,563 and $302,552, respectively, and REFACTO/XYNTHA of
$98,108 and $187,330, respectively.
|
(2)
|
PROTONIX
family net revenue for the 2009 second quarter and first half included
revenue from the Company’s own generic version of $150,212 and $273,524,
respectively, and the branded product of $86,966 and $178,911,
respectively, and the 2008 second quarter and first half included revenue
from the Company’s own generic version of $123,276 and $199,104,
respectively, and the branded product of $104,750 and $188,086,
respectively.
|
30
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
Income
(Loss) before Income Taxes
|
||||||||||||||||
(In
thousands)
|
|
Three
Months
Ended
June 30,
|
Six
Months
Ended
June 30,
|
||||||||||||||
Segment
|
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Pharmaceuticals(1)
|
|
$
|
1,816,281
|
|
$
|
1,741,464
|
|
$
|
3,535,703
|
|
$
|
3,437,193
|
|
||||
Consumer
Healthcare(1)
|
|
141,036
|
|
119,823
|
|
273,866
|
|
241,083
|
|
||||||||
Animal
Health
|
|
81,769
|
|
69,897
|
|
158,663
|
|
131,267
|
|
||||||||
Corporate(2)
|
|
(232,822
|
)
|
(312,338
|
)
|
(473,516
|
)
|
(432,710
|
)
|
||||||||
Total
|
|
$
|
1,806,264
|
|
$
|
1,618,846
|
|
$
|
3,494,716
|
|
$
|
3,376,833
|
|
(1)
|
Income
(loss) before income taxes for the 2009 second quarter and first half
included gains from product divestitures of approximately $4,196 and
$29,351, respectively, which pertained primarily to the Consumer
Healthcare segment. Income (loss) before income taxes for the 2008 second
quarter and first half included gains from product divestitures of $10,143
and $33,201, which pertained primarily to the Pharmaceuticals and Consumer
Healthcare segments.
|
(2)
|
Corporate
loss before income taxes included a net charge of $44,865 for the 2009
second quarter and $116,615 for the 2009 first half compared with $155,200
for the 2008 second quarter and $236,160 for the 2008 first half related
to the Company’s productivity initiatives. For discussion of the Company’s
productivity initiatives as it relates to each reportable segment, see
Note 7, “Productivity Initiatives.” In addition, the 2009 second quarter
and 2009 first half included costs related to the proposed merger with
Pfizer of $21,221 and $48,471,
respectively.
|
Note 12.
|
Merger
Agreement with Pfizer
|
On
January 26, 2009, the Company announced it had entered into a definitive
merger agreement with Pfizer, a Delaware corporation, and a wholly owned
Delaware subsidiary of Pfizer. Pursuant to the merger agreement and subject to
the conditions set forth therein, the Pfizer subsidiary will merge with and into
the Company, with the Company surviving as a wholly owned subsidiary of
Pfizer.
As a
result of the merger, each outstanding share of the Company’s common stock,
other than shares of restricted stock (for which holders will be entitled to
receive cash consideration pursuant to separate terms of the merger agreement),
and shares of common stock held directly or indirectly by the Company or Pfizer
(which will be canceled as a result of the proposed merger), and other than
those shares with respect to which appraisal rights are properly exercised and
not withdrawn, will be converted into the right to receive $33.00 in cash,
without interest, and 0.985 of a validly issued, fully paid and non-assessable
share of common stock of Pfizer. Under the terms of the merger agreement, in the
event that the number of shares of common stock of Pfizer issuable as a result
of the merger would exceed 19.9% of the outstanding shares of common stock of
Pfizer immediately prior to the closing of the merger, the stock portion of the
merger consideration will be reduced so that no more than 19.9% of the
outstanding shares of common stock of Pfizer become issuable in the merger, and
the cash portion of the merger consideration will be increased by a
corresponding amount.
31
WYETH
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The
completion of the merger is subject to certain conditions, including, among
others (i) adoption of the merger agreement by the Company’s stockholders
(which occurred on July 20, 2009), (ii) the absence of certain legal
impediments to the consummation of the merger, (iii) the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and obtaining antitrust
approvals in certain other jurisdictions (on July 17, 2009, the European
Commission, one such jurisdiction, approved the proposed merger, subject to
certain conditions), (iv) subject to certain materiality exceptions, the
accuracy of the representations and warranties made by the Company and Pfizer,
respectively, and compliance by the Company and Pfizer with their respective
obligations under the merger agreement, (v) declaration of the
effectiveness by the Securities and Exchange Commission of the Registration
Statement on Form S-4 filed by Pfizer (which occurred on June 17, 2009),
and (vi) the lenders providing Pfizer with debt financing in connection
with the merger shall not have declined to provide such financing at closing due
to the occurrence of a Parent Material Adverse Effect (as defined in the merger
agreement) or due to Pfizer failing to obtain certain credit ratings (the
Specified Financing Condition). As of June 3, 2009, Pfizer had replaced its
debt financing commitments with permanent financing through the issuance of
unsecured senior notes, and, therefore, the Specified Financing Condition no
longer is applicable.
A copy of
the merger agreement was filed as an exhibit to the Company’s Current Report on
Form 8-K filed on January 29, 2009.
There are
no assurances that the proposed transaction with Pfizer will be consummated on
the expected timetable (at the end of the third quarter or during the fourth
quarter of 2009) or at all. The merger agreement contains specified termination
rights for the parties and sets forth specified circumstances under which either
the Company or Pfizer would be required to pay the other party a termination fee
in connection with the exercise of such termination rights.
The
merger agreement with Pfizer received the required approval of stockholders at
Wyeth’s Annual Meeting of Stockholders on July 20, 2009. Over 98 percent of
votes cast and approximately 78 percent of the outstanding shares were voted in
favor of the proposed merger with Pfizer.
During
the 2009 second quarter and first half, the Company incurred $21.2 million
after-tax ($0.02 per share-diluted) and $48.5 million after-tax ($0.04 per
share-diluted), respectively, of costs related to the proposed merger with
Pfizer.
32